Delaware
|
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35-2108964
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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801 East 86th Avenue
Merrillville, Indiana
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46410
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(Address of principal executive offices)
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(Zip Code)
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Page
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PART I
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements - unaudited
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Item 2.
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Item 3.
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Item 4.
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PART II
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OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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DEFINED TERMS
The following is a list of frequently used abbreviations or acronyms that are found in this report:
|
|
NiSource Subsidiaries and Affiliates
|
|
Capital Markets
|
NiSource Capital Markets, Inc.
|
CER
|
Columbia Energy Resources, Inc.
|
CGORC
|
Columbia Gas of Ohio Receivables Corporation
|
Columbia
|
Columbia Energy Group
|
Columbia Gulf
|
Columbia Gulf Transmission, LLC
|
Columbia of Kentucky
|
Columbia Gas of Kentucky, Inc.
|
Columbia of Maryland
|
Columbia Gas of Maryland, Inc.
|
Columbia of Massachusetts
|
Bay State Gas Company
|
Columbia of Ohio
|
Columbia Gas of Ohio, Inc.
|
Columbia of Pennsylvania
|
Columbia Gas of Pennsylvania, Inc.
|
Columbia of Virginia
|
Columbia Gas of Virginia, Inc.
|
Columbia Transmission
|
Columbia Gas Transmission, LLC
|
CPRC
|
Columbia Gas of Pennsylvania Receivables Corporation
|
Crossroads Pipeline
|
Crossroads Pipeline Company
|
Hardy Storage
|
Hardy Storage Company, LLC
|
Kokomo Gas
|
Kokomo Gas and Fuel Company
|
Millennium
|
Millennium Pipeline Company, L.L.C.
|
NARC
|
NIPSCO Accounts Receivable Corporation
|
NDC Douglas Properties
|
NDC Douglas Properties, Inc.
|
NEVCO
|
NiSource Energy Ventures, LLC
|
NIPSCO
|
Northern Indiana Public Service Company
|
NiSource
|
NiSource Inc.
|
NiSource Corporate Services
|
NiSource Corporate Services Company
|
NiSource Development Company
|
NiSource Development Company, Inc.
|
NiSource Finance
|
NiSource Finance Corporation
|
Northern Indiana Fuel and Light
|
Northern Indiana Fuel and Light Company
|
NiSource Midstream
|
NiSource Midstream Services, LLC
|
Pennant
|
Pennant Midstream, LLC
|
|
|
Abbreviations
|
|
AFUDC
|
Allowance for funds used during construction
|
AMRP
|
Accelerated Main Replacement Program
|
AOC
|
Administrative Order by Consent
|
AOCI
|
Accumulated Other Comprehensive Income (Loss)
|
ARRs
|
Auction Revenue Rights
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
BBA
|
British Banker Association
|
Bcf
|
Billion cubic feet
|
BNS
|
Bank of Nova Scotia
|
Board
|
Board of Directors
|
BPAE
|
BP Alternative Energy North America, Inc.
|
DEFINED TERMS (continued)
|
|
BTMU
|
The Bank of Tokyo-Mitsubishi UFJ, LTD.
|
BTU
|
British Thermal Unit
|
CAA
|
Clean Air Act
|
CAIR
|
Clean Air Interstate Rule
|
CAMR
|
Clean Air Mercury Rule
|
Ccf
|
Hundred cubic feet
|
CERCLA
|
Comprehensive Environmental Response, Compensation and
|
|
Liability Act (also known as Superfund)
|
CO
2
|
Carbon Dioxide
|
CSAPR
|
Cross-State Air Pollution Rule
|
Day 2
|
Began April 1, 2005 and refers to the operational control of the energy markets by MISO, including the dispatching of wholesale electricity and generation, managing transmission constraints, and managing the day-ahead, real-time and financial transmission rights markets
|
DPU
|
Department of Public Utilities
|
DSIC
|
Distribution System Improvement Charge
|
DSM
|
Demand Side Management
|
Dth
|
Dekatherm
|
ECR
|
Environmental Cost Recovery
|
ECRM
|
Environmental Cost Recovery Mechanism
|
ECT
|
Environmental Cost Tracker
|
EERM
|
Environmental Expense Recovery Mechanism
|
EPA
|
United States Environmental Protection Agency
|
EPS
|
Earnings per share
|
FAC
|
Fuel adjustment clause
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
FGD
|
Flue Gas Desulfurization
|
FTRs
|
Financial Transmission Rights
|
GAAP
|
Generally Accepted Accounting Principles
|
GCIM
|
Gas Cost Incentive Mechanism
|
GCR
|
Gas cost recovery
|
GHG
|
Greenhouse gases
|
gwh
|
Gigawatt hours
|
Hilcorp
|
Hilcorp Energy Company
|
hp
|
Horsepower
|
IDEM
|
Indiana Department of Environmental Management
|
INDIEC
|
Indiana Industrial Energy Consumers, Inc.
|
IRP
|
Infrastructure Replacement Program
|
IRS
|
Internal Revenue Service
|
IURC
|
Indiana Utility Regulatory Commission
|
kV
|
Kilovolt
|
LDCs
|
Local distribution companies
|
LIBOR
|
London InterBank Offered Rate
|
LIFO
|
Last-in, first-out
|
LNG
|
Liquefied Natural Gas
|
DEFINED TERMS (continued)
|
|
MATS
|
Mercury and Air Toxics Standards
|
Mcf
|
Thousand cubic feet
|
MMcf
|
Million cubic feet
|
MGP
|
Manufactured Gas Plant
|
MISO
|
Midcontinent Independent System Operator
|
Mitchell
|
Dean H. Mitchell Coal Fired Generating Station
|
Mizuho
|
Mizuho Corporate Bank Ltd.
|
MMDth
|
Million dekatherms
|
mw
|
Megawatts
|
NAAQS
|
National Ambient Air Quality Standards
|
NOV
|
Notice of Violation
|
NO
2
|
Nitrogen dioxide
|
NOx
|
Nitrogen oxide
|
NYMEX
|
New York Mercantile Exchange
|
OCI
|
Other Comprehensive Income (Loss)
|
OPEB
|
Other Postretirement Benefits
|
OUCC
|
Indiana Office of Utility Consumer Counselor
|
PADEP
|
Pennsylvania Department of Environmental Protection
|
Piedmont
|
Piedmont Natural Gas Company, Inc.
|
PM
|
Particulate matter
|
PNC
|
PNC Bank, N.A.
|
PSC
|
Public Service Commission
|
PUC
|
Public Utility Commission
|
PUCO
|
Public Utilities Commission of Ohio
|
RA
|
Resource Adequacy
|
RBS
|
Royal Bank of Scotland, PLC
|
RCRA
|
Resource Conservation and Recovery Act
|
RDAF
|
Revenue decoupling adjustment factor
|
RTO
|
Regional Transmission Organization
|
SEC
|
Securities and Exchange Commission
|
SIP
|
State Implementation Plan
|
SO
2
|
Sulfur dioxide
|
TDSIC
|
Transmission, Distribution and Storage System Improvement Charge
|
TIRF
|
Targeted Infrastructure Reinvestment Factor
|
VaR
|
Value-at-risk and instrument sensitivity to market factors
|
VIE
|
Variable Interest Entities
|
VSCC
|
Virginia State Corporation Commission
|
WACOG
|
Weighted Average Cost of Gas
|
|
Three Months Ended
March 31, |
||||||
(in millions, except per share amounts)
|
2014
|
|
2013
|
||||
Net Revenues
|
|
|
|||||
Gas Distribution
|
$
|
1,215.0
|
|
|
$
|
892.2
|
|
Gas Transportation and Storage
|
578.5
|
|
|
468.5
|
|
||
Electric
|
450.0
|
|
|
377.3
|
|
||
Other
|
77.0
|
|
|
44.2
|
|
||
Gross Revenues
|
2,320.5
|
|
|
1,782.2
|
|
||
Cost of Sales (excluding depreciation and amortization)
|
1,061.3
|
|
|
676.0
|
|
||
Total Net Revenues
|
1,259.2
|
|
|
1,106.2
|
|
||
Operating Expenses
|
|
|
|
||||
Operation and maintenance
|
501.2
|
|
|
454.3
|
|
||
Depreciation and amortization
|
148.7
|
|
|
143.6
|
|
||
Gain on sale of assets, net
|
(15.7
|
)
|
|
(0.2
|
)
|
||
Other taxes
|
101.1
|
|
|
86.7
|
|
||
Total Operating Expenses
|
735.3
|
|
|
684.4
|
|
||
Equity Earnings in Unconsolidated Affiliates
|
9.8
|
|
|
7.1
|
|
||
Operating Income
|
533.7
|
|
|
428.9
|
|
||
Other Income (Deductions)
|
|
|
|
||||
Interest expense, net
|
(109.1
|
)
|
|
(98.6
|
)
|
||
Other, net
|
4.5
|
|
|
4.1
|
|
||
Total Other Deductions
|
(104.6
|
)
|
|
(94.5
|
)
|
||
Income from Continuing Operations before Income Taxes
|
429.1
|
|
|
334.4
|
|
||
Income Taxes
|
162.7
|
|
|
118.4
|
|
||
Income from Continuing Operations
|
266.4
|
|
|
216.0
|
|
||
(Loss) Income from Discontinued Operations - net of taxes
|
(0.2
|
)
|
|
8.1
|
|
||
Gain on Disposition of Discontinued Operations - net of taxes
|
—
|
|
|
36.4
|
|
||
Net Income
|
$
|
266.2
|
|
|
$
|
260.5
|
|
Basic Earnings Per Share
|
|
|
|
||||
Continuing operations
|
$
|
0.85
|
|
|
$
|
0.69
|
|
Discontinued operations
|
—
|
|
|
0.15
|
|
||
Basic Earnings Per Share
|
$
|
0.85
|
|
|
$
|
0.84
|
|
Diluted Earnings Per Share
|
|
|
|
||||
Continuing operations
|
$
|
0.85
|
|
|
$
|
0.69
|
|
Discontinued operations
|
—
|
|
|
0.14
|
|
||
Diluted Earnings Per Share
|
$
|
0.85
|
|
|
$
|
0.83
|
|
Dividends Declared Per Common Share
|
$
|
0.50
|
|
|
$
|
0.48
|
|
Basic Average Common Shares Outstanding
|
314.2
|
|
|
311.1
|
|
||
Diluted Average Common Shares
|
315.1
|
|
|
312.1
|
|
|
Three Months Ended
March 31, |
||||||
(in millions, net of taxes)
|
2014
|
|
2013
|
||||
Net Income
|
$
|
266.2
|
|
|
$
|
260.5
|
|
Other comprehensive income (loss)
|
|
|
|
||||
Net unrealized gain (loss) on available-for-sale securities
(1)
|
0.3
|
|
|
(0.4
|
)
|
||
Net unrealized gain on cash flow hedges
(2)
|
0.6
|
|
|
0.9
|
|
||
Unrecognized pension benefit and OPEB benefit
(3)
|
0.2
|
|
|
2.7
|
|
||
Total other comprehensive income
|
1.1
|
|
|
3.2
|
|
||
Total Comprehensive Income
|
$
|
267.3
|
|
|
$
|
263.7
|
|
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited)
|
|||||||
(in millions)
|
March 31,
2014 |
|
December 31,
2013 |
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Utility plant
|
$
|
23,695.7
|
|
|
$
|
23,303.7
|
|
Accumulated depreciation and amortization
|
(9,358.6
|
)
|
|
(9,256.5
|
)
|
||
Net utility plant
|
14,337.1
|
|
|
14,047.2
|
|
||
Other property, at cost, less accumulated depreciation
|
320.6
|
|
|
317.9
|
|
||
Net Property, Plant and Equipment
|
14,657.7
|
|
|
14,365.1
|
|
||
Investments and Other Assets
|
|
|
|
||||
Unconsolidated affiliates
|
407.1
|
|
|
373.7
|
|
||
Other investments
|
203.1
|
|
|
204.0
|
|
||
Total Investments and Other Assets
|
610.2
|
|
|
577.7
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
38.0
|
|
|
26.8
|
|
||
Restricted cash
|
10.9
|
|
|
8.0
|
|
||
Accounts receivable (less reserve of $34.6 and $23.5, respectively)
|
1,271.2
|
|
|
1,005.8
|
|
||
Income tax receivable
|
4.1
|
|
|
5.1
|
|
||
Gas inventory
|
97.9
|
|
|
354.6
|
|
||
Underrecovered gas and fuel costs
|
114.3
|
|
|
46.4
|
|
||
Materials and supplies, at average cost
|
104.8
|
|
|
101.2
|
|
||
Electric production fuel, at average cost
|
22.9
|
|
|
44.6
|
|
||
Price risk management assets
|
14.4
|
|
|
22.7
|
|
||
Exchange gas receivable
|
161.4
|
|
|
70.6
|
|
||
Regulatory assets
|
159.1
|
|
|
142.8
|
|
||
Prepayments and other
|
321.1
|
|
|
330.6
|
|
||
Total Current Assets
|
2,320.1
|
|
|
2,159.2
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
1,494.9
|
|
|
1,522.2
|
|
||
Goodwill
|
3,666.2
|
|
|
3,666.2
|
|
||
Intangible assets
|
272.9
|
|
|
275.7
|
|
||
Deferred charges and other
|
85.3
|
|
|
87.8
|
|
||
Total Other Assets
|
5,519.3
|
|
|
5,551.9
|
|
||
Total Assets
|
$
|
23,107.3
|
|
|
$
|
22,653.9
|
|
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited) (continued)
|
|||||||
(in millions, except share amounts)
|
March 31,
2014 |
|
December 31,
2013 |
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Common Stockholders’ Equity
|
|
|
|
||||
Common stock - $0.01 par value, 400,000,000 shares authorized; 314,800,122 and 313,675,911 shares outstanding, respectively
|
$
|
3.2
|
|
|
$
|
3.2
|
|
Additional paid-in capital
|
4,715.6
|
|
|
4,690.1
|
|
||
Retained earnings
|
1,394.4
|
|
|
1,285.5
|
|
||
Accumulated other comprehensive loss
|
(42.5
|
)
|
|
(43.6
|
)
|
||
Treasury stock
|
(58.6
|
)
|
|
(48.6
|
)
|
||
Total Common Stockholders’ Equity
|
6,012.1
|
|
|
5,886.6
|
|
||
Long-term debt, excluding amounts due within one year
|
7,638.5
|
|
|
7,593.2
|
|
||
Total Capitalization
|
13,650.6
|
|
|
13,479.8
|
|
||
Current Liabilities
|
|
|
|
||||
Current portion of long-term debt
|
530.5
|
|
|
542.1
|
|
||
Short-term borrowings
|
812.5
|
|
|
698.7
|
|
||
Accounts payable
|
714.4
|
|
|
619.0
|
|
||
Dividends payable
|
78.7
|
|
|
—
|
|
||
Customer deposits and credits
|
239.4
|
|
|
262.6
|
|
||
Taxes accrued
|
278.6
|
|
|
254.8
|
|
||
Interest accrued
|
75.3
|
|
|
136.4
|
|
||
Overrecovered gas and fuel costs
|
25.8
|
|
|
32.2
|
|
||
Exchange gas payable
|
143.1
|
|
|
186.4
|
|
||
Deferred revenue
|
7.9
|
|
|
18.5
|
|
||
Regulatory liabilities
|
79.1
|
|
|
60.2
|
|
||
Accrued liability for postretirement and postemployment benefits
|
6.2
|
|
|
6.2
|
|
||
Legal and environmental
|
25.5
|
|
|
32.3
|
|
||
Other accruals
|
323.8
|
|
|
329.0
|
|
||
Total Current Liabilities
|
3,340.8
|
|
|
3,178.4
|
|
||
Other Liabilities and Deferred Credits
|
|
|
|
||||
Deferred income taxes
|
3,392.3
|
|
|
3,277.8
|
|
||
Deferred investment tax credits
|
20.0
|
|
|
20.9
|
|
||
Deferred credits
|
100.2
|
|
|
91.9
|
|
||
Noncurrent deferred revenue
|
21.8
|
|
|
17.1
|
|
||
Accrued liability for postretirement and postemployment benefits
|
508.1
|
|
|
527.5
|
|
||
Regulatory liabilities
|
1,677.6
|
|
|
1,669.8
|
|
||
Asset retirement obligations
|
176.5
|
|
|
174.4
|
|
||
Other noncurrent liabilities
|
219.4
|
|
|
216.3
|
|
||
Total Other Liabilities and Deferred Credits
|
6,115.9
|
|
|
5,995.7
|
|
||
Commitments and Contingencies (Refer to Note 17)
|
—
|
|
|
—
|
|
||
Total Capitalization and Liabilities
|
$
|
23,107.3
|
|
|
$
|
22,653.9
|
|
NiSource Inc.
Condensed Statements of Consolidated Cash Flows (unaudited)
|
|||||||
Three Months Ended March 31,
(in millions)
|
2014
|
|
2013
|
||||
Operating Activities
|
|
|
|
||||
Net Income
|
$
|
266.2
|
|
|
$
|
260.5
|
|
Adjustments to Reconcile Net Income to Net Cash from Continuing Operations:
|
|
|
|
||||
Depreciation and amortization
|
148.7
|
|
|
143.6
|
|
||
Net changes in price risk management assets and liabilities
|
0.8
|
|
|
0.5
|
|
||
Deferred income taxes and investment tax credits
|
148.9
|
|
|
117.1
|
|
||
Deferred revenue
|
1.8
|
|
|
(0.4
|
)
|
||
Stock compensation expense and 401(k) profit sharing contribution
|
13.9
|
|
|
10.6
|
|
||
Gain on sale of assets
|
(15.7
|
)
|
|
(0.2
|
)
|
||
Income from unconsolidated affiliates
|
(9.6
|
)
|
|
(7.3
|
)
|
||
Gain on disposition of discontinued operations - net of taxes
|
—
|
|
|
(36.4
|
)
|
||
Loss (Income) from discontinued operations - net of taxes
|
0.2
|
|
|
(8.1
|
)
|
||
Amortization of debt related costs
|
2.4
|
|
|
2.3
|
|
||
AFUDC equity
|
(4.0
|
)
|
|
(3.5
|
)
|
||
Distributions of earnings received from equity investees
|
7.6
|
|
|
7.0
|
|
||
Changes in Assets and Liabilities:
|
|
|
|
||||
Accounts receivable
|
(265.1
|
)
|
|
(161.4
|
)
|
||
Income tax receivable
|
0.9
|
|
|
50.4
|
|
||
Inventories
|
274.0
|
|
|
254.7
|
|
||
Accounts payable
|
126.5
|
|
|
25.4
|
|
||
Customer deposits and credits
|
(23.1
|
)
|
|
(102.0
|
)
|
||
Taxes accrued
|
19.3
|
|
|
28.1
|
|
||
Interest accrued
|
(61.1
|
)
|
|
(65.5
|
)
|
||
(Under)Overrecovered gas and fuel costs
|
(74.2
|
)
|
|
69.3
|
|
||
Exchange gas receivable/payable
|
(134.2
|
)
|
|
(89.8
|
)
|
||
Other accruals
|
(30.1
|
)
|
|
(26.6
|
)
|
||
Prepayments and other current assets
|
4.5
|
|
|
(5.8
|
)
|
||
Regulatory assets/liabilities
|
2.9
|
|
|
5.8
|
|
||
Postretirement and postemployment benefits
|
(19.3
|
)
|
|
(36.8
|
)
|
||
Deferred credits
|
8.4
|
|
|
7.7
|
|
||
Deferred charges and other noncurrent assets
|
(0.2
|
)
|
|
(0.4
|
)
|
||
Other noncurrent liabilities
|
4.0
|
|
|
(2.0
|
)
|
||
Net Operating Activities from Continuing Operations
|
394.4
|
|
|
436.8
|
|
||
Net Operating Activities (used for) from Discontinued Operations
|
(0.4
|
)
|
|
12.3
|
|
||
Net Cash Flows from Operating Activities
|
394.0
|
|
|
449.1
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(386.3
|
)
|
|
(369.3
|
)
|
||
Proceeds from disposition of assets
|
5.3
|
|
|
0.5
|
|
||
Restricted cash (deposits) withdrawals
|
(2.9
|
)
|
|
23.6
|
|
||
Contributions to equity investees
|
(31.0
|
)
|
|
(17.1
|
)
|
||
Other investing activities
|
7.0
|
|
|
(5.3
|
)
|
||
Net Investing Activities used for Continuing Operations
|
(407.9
|
)
|
|
(367.6
|
)
|
||
Net Investing Activities from Discontinued Operations
|
—
|
|
|
121.5
|
|
||
Net Cash Flows used for Investing Activities
|
(407.9
|
)
|
|
(246.1
|
)
|
||
Financing Activities
|
|
|
|
||||
Repayments of long-term debt and capital lease obligations
|
(9.1
|
)
|
|
(427.1
|
)
|
||
Change in short-term borrowings, net
|
113.8
|
|
|
354.3
|
|
||
Issuance of common stock
|
8.9
|
|
|
17.2
|
|
||
Acquisition of treasury stock
|
(10.0
|
)
|
|
(7.6
|
)
|
||
Dividends paid - common stock
|
(78.5
|
)
|
|
(74.7
|
)
|
||
Net Cash Flows from (used for) Financing Activities
|
25.1
|
|
|
(137.9
|
)
|
||
Change in cash and cash equivalents from (used for) continuing operations
|
11.6
|
|
|
(68.7
|
)
|
||
Cash contributions (to) from discontinued operations
|
(0.4
|
)
|
|
133.8
|
|
||
Cash and cash equivalents at beginning of period
|
26.8
|
|
|
36.3
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
38.0
|
|
|
$
|
101.4
|
|
(in millions)
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Total
|
||||||||||||
Balance as of January 1, 2014
|
$
|
3.2
|
|
|
$
|
(48.6
|
)
|
|
$
|
4,690.1
|
|
|
$
|
1,285.5
|
|
|
$
|
(43.6
|
)
|
|
$
|
5,886.6
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
266.2
|
|
|
—
|
|
|
266.2
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.3
|
)
|
|
—
|
|
|
(157.3
|
)
|
||||||
Treasury stock acquired
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
||||||
Issued:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee stock purchase plan
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Long-term incentive plan
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||||
401(k) and profit sharing issuance
|
—
|
|
|
—
|
|
|
14.3
|
|
|
—
|
|
|
—
|
|
|
14.3
|
|
||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||||
Balance as of March 31, 2014
|
$
|
3.2
|
|
|
$
|
(58.6
|
)
|
|
$
|
4,715.6
|
|
|
$
|
1,394.4
|
|
|
$
|
(42.5
|
)
|
|
$
|
6,012.1
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||
Denominator
|
|
|
|
||
Basic average common shares outstanding
|
314,222
|
|
|
311,120
|
|
Dilutive potential common shares:
|
|
|
|
||
Stock options
|
59
|
|
|
156
|
|
Shares contingently issuable under employee stock plans
|
399
|
|
|
276
|
|
Shares restricted under stock plans
|
442
|
|
|
523
|
|
Diluted Average Common Shares
|
315,122
|
|
|
312,075
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2014
|
|
2013
|
||||
Revenues from Discontinued Operations
|
$
|
—
|
|
|
$
|
16.2
|
|
(Loss) Income from discontinued operations
|
(0.3
|
)
|
|
13.2
|
|
||
Income tax (benefit) expense
|
(0.1
|
)
|
|
5.1
|
|
||
(Loss) Income from Discontinued Operations - net of taxes
|
$
|
(0.2
|
)
|
|
$
|
8.1
|
|
Gain on Disposition of Discontinued Operations - net of taxes
|
$
|
—
|
|
|
$
|
36.4
|
|
(in millions)
|
2014
|
|
2013
|
||||
Balance as of January 1,
|
$
|
174.4
|
|
|
$
|
160.4
|
|
Accretion expense
|
0.4
|
|
|
0.3
|
|
||
Accretion recorded as a regulatory asset/liability
|
2.1
|
|
|
2.3
|
|
||
Additions
|
0.1
|
|
|
2.9
|
|
||
Settlements
|
(0.5
|
)
|
|
(0.3
|
)
|
||
Change in estimated cash flows
|
—
|
|
|
(0.3
|
)
|
||
Balance as of March 31,
|
$
|
176.5
|
|
|
$
|
165.3
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||
Commodity Price Risk Program:
|
|
|
|
||
Gas price volatility program derivatives (MMDth)
|
13.9
|
|
|
17.0
|
|
Price Protection Service program derivatives (MMDth)
|
0.3
|
|
|
0.7
|
|
DependaBill program derivatives (MMDth)
|
0.1
|
|
|
0.2
|
|
Electric energy program FTR derivatives (mw)
|
—
|
|
|
1,248.0
|
|
Asset Derivatives
(in millions)
|
March 31,
2014 |
|
December 31,
2013 |
||||
Balance Sheet Location
|
Fair Value
|
|
Fair Value
|
||||
Derivatives designated as hedging instruments
|
|
|
|
||||
Commodity price risk programs
|
|
|
|
||||
Price risk management assets (current)
|
$
|
0.1
|
|
|
$
|
—
|
|
Interest rate risk activities
|
|
|
|
||||
Price risk management assets (current)
|
10.7
|
|
|
21.2
|
|
||
Total derivatives designated as hedging instruments
|
$
|
10.8
|
|
|
$
|
21.2
|
|
Derivatives not designated as hedging instruments
|
|
|
|
||||
Commodity price risk programs
|
|
|
|
||||
Price risk management assets (current)
|
$
|
3.6
|
|
|
$
|
1.5
|
|
Price risk management assets (noncurrent)
|
—
|
|
|
0.5
|
|
||
Total derivatives not designated as hedging instruments
|
$
|
3.6
|
|
|
$
|
2.0
|
|
Total Asset Derivatives
|
$
|
14.4
|
|
|
$
|
23.2
|
|
|
|
|
|
Offsetting of Derivative Liabilities
(in millions)
|
|||||||||||||||||||
As of March 31, 2014
|
|
|
|
|
|
|
|
|
|||||||||||
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Liabilities Presented in the Statement of Financial Position
|
|
Gross Amounts Not Offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|||||||||||||||
Counterparty B
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Total
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Offsetting of Derivative Assets
(in millions)
|
|||||||||||||||||||
As of December 31, 2013
|
|||||||||||||||||||
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets Presented in the Statement of Financial Position
|
|
Gross Amounts Not Offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|||||||||||||||
Counterparty B
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
0.4
|
|
Other
(1)
|
21.1
|
|
|
—
|
|
|
21.1
|
|
|
—
|
|
|
21.1
|
|
|||||
Total
|
$
|
23.2
|
|
|
$
|
—
|
|
|
$
|
23.2
|
|
|
$
|
(1.7
|
)
|
|
$
|
21.5
|
|
Offsetting of Derivative Liabilities
(in millions)
|
|||||||||||||||||||
As of December 31, 2013
|
|||||||||||||||||||
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Liabilities Presented in the Statement of Financial Position
|
|
Gross Amounts Not Offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|||||||||||||||
Counterparty B
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
|
$
|
1.7
|
|
|
$
|
—
|
|
Total
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Three Months Ended
(in millions)
|
|
|
|
|
|
||||
Derivatives in Fair Value Hedging
Relationships
|
Location of Loss Recognized in
Income on Derivatives
|
|
Amount of Loss Recognized
in Income on Derivatives
|
||||||
March 31, 2014
|
|
March 31, 2013
|
|||||||
Interest rate risk activities
|
Interest expense, net
|
|
$
|
(10.4
|
)
|
|
$
|
(9.7
|
)
|
Total
|
|
|
$
|
(10.4
|
)
|
|
$
|
(9.7
|
)
|
Three Months Ended
(in millions)
|
|
|
|
|
|
||||
Hedged Item in Fair Value Hedge
Relationships
|
Location of Gain Recognized in
Income on Related Hedged Item
|
|
Amount of Gain Recognized
in Income on Related Hedged Items
|
||||||
March 31, 2014
|
|
March 31, 2013
|
|||||||
Fixed-rate debt
|
Interest expense, net
|
|
$
|
10.4
|
|
|
$
|
9.7
|
|
Total
|
|
|
$
|
10.4
|
|
|
$
|
9.7
|
|
Three Months Ended
(in millions)
|
|
|
|
|
|||||
Derivatives Not Designated as Hedging
Instruments
|
Location of Gain (Loss)
Recognized in
Income on Derivatives
|
|
Amount of Realized/Unrealized Gain
(Loss) Recognized in Income on
Derivatives
(1)
|
||||||
March 31, 2014
|
|
March 31, 2013
|
|||||||
Commodity price risk programs
|
Gas Distribution revenues
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Commodity price risk programs
|
Cost of Sales
|
|
6.9
|
|
|
(6.7
|
)
|
||
Commodity price risk programs
|
(Loss) Income from Discontinued Operations - net of taxes
|
|
—
|
|
|
0.2
|
|
||
Total
|
|
|
$
|
6.9
|
|
|
$
|
(6.4
|
)
|
|
|
|
|
|
|
Recurring Fair Value Measurements
March 31, 2014
(in millions)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of March 31, 2014
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Commodity price risk management assets:
|
|
|
|
|
|
|
|
||||||||
Financial price risk programs
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
Interest rate risk activities
|
—
|
|
|
10.7
|
|
|
—
|
|
|
10.7
|
|
||||
Available-for-sale securities
|
24.2
|
|
|
95.9
|
|
|
—
|
|
|
120.1
|
|
||||
Total
|
$
|
27.9
|
|
|
$
|
106.6
|
|
|
$
|
—
|
|
|
$
|
134.5
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity price risk management liabilities:
|
|
|
|
|
|
|
|
||||||||
Financial price risk programs
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Total
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Recurring Fair Value Measurements
December 31, 2013 (in millions) |
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of
December 31, 2013
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Commodity price risk management assets:
|
|
|
|
|
|
|
|
||||||||
Financial price risk programs
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
Interest rate risk activities
|
—
|
|
|
21.1
|
|
|
—
|
|
|
21.1
|
|
||||
Available-for-sale securities
|
25.3
|
|
|
96.1
|
|
|
—
|
|
|
121.4
|
|
||||
Total
|
$
|
27.4
|
|
|
$
|
117.2
|
|
|
$
|
—
|
|
|
$
|
144.6
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity price risk management liabilities:
|
|
|
|
|
|
|
|
||||||||
Financial price risk programs
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
1.7
|
|
Total
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
1.7
|
|
March 31, 2014
(in millions)
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair
Value
|
||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
27.0
|
|
|
$
|
0.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
26.8
|
|
Corporate/Other
|
93.0
|
|
|
1.2
|
|
|
(0.9
|
)
|
|
93.3
|
|
||||
Total Available-for-sale debt securities
|
$
|
120.0
|
|
|
$
|
1.4
|
|
|
$
|
(1.3
|
)
|
|
$
|
120.1
|
|
December 31, 2013
(in millions)
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair
Value
|
||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
30.3
|
|
|
$
|
0.3
|
|
|
$
|
(0.5
|
)
|
|
$
|
30.1
|
|
Corporate/Other
|
91.5
|
|
|
1.1
|
|
|
(1.3
|
)
|
|
91.3
|
|
||||
Total Available-for-sale debt securities
|
$
|
121.8
|
|
|
$
|
1.4
|
|
|
$
|
(1.8
|
)
|
|
$
|
121.4
|
|
|
|
(in millions)
|
Carrying
Amount as of
March 31, 2014
|
|
Estimated Fair
Value as of
March 31, 2014
|
|
Carrying
Amount as of
Dec. 31, 2013
|
|
Estimated Fair
Value as of
Dec. 31, 2013
|
||||||||
Long-term debt (including current portion)
|
$
|
8,169.0
|
|
|
$
|
8,944.1
|
|
|
$
|
8,135.3
|
|
|
$
|
8,697.3
|
|
(in millions)
|
March 31, 2014
|
|
December 31, 2013
|
||||
Gross Receivables
|
$
|
811.7
|
|
|
$
|
610.9
|
|
Less: Receivables not transferred
|
296.7
|
|
|
345.8
|
|
||
Net receivables transferred
|
$
|
515.0
|
|
|
$
|
265.1
|
|
Short-term debt due to asset securitization
|
$
|
515.0
|
|
|
$
|
265.1
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
Three Months Ended March 31,
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
8.7
|
|
|
$
|
9.4
|
|
|
$
|
2.3
|
|
|
$
|
3.0
|
|
Interest cost
|
27.3
|
|
|
24.3
|
|
|
8.2
|
|
|
8.1
|
|
||||
Expected return on assets
|
(45.3
|
)
|
|
(42.4
|
)
|
|
(9.1
|
)
|
|
(7.6
|
)
|
||||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Amortization of prior service cost (credit)
|
—
|
|
|
0.1
|
|
|
(0.6
|
)
|
|
(0.2
|
)
|
||||
Recognized actuarial loss
|
11.9
|
|
|
20.7
|
|
|
—
|
|
|
2.8
|
|
||||
Settlement loss
|
—
|
|
|
20.7
|
|
|
—
|
|
|
—
|
|
||||
Total Net Periodic Benefit Costs
|
$
|
2.6
|
|
|
$
|
32.8
|
|
|
$
|
0.8
|
|
|
$
|
6.2
|
|
|
|
|
|
|
|
|
|
(in millions)
|
March 31,
2014 |
|
December 31,
2013 |
||||
Commercial Paper weighted average interest rate of 0.55% and 0.70% at March 31, 2014 and December 31, 2013, respectively.
|
$
|
297.5
|
|
|
$
|
433.6
|
|
Accounts receivable securitization facility borrowings
|
515.0
|
|
|
265.1
|
|
||
Total short-term borrowings
|
$
|
812.5
|
|
|
$
|
698.7
|
|
(in millions)
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
After
|
||||||||||||||
Guarantees of subsidiaries debt
|
$
|
7,710.5
|
|
|
$
|
500.0
|
|
|
$
|
230.0
|
|
|
$
|
616.5
|
|
|
$
|
507.0
|
|
|
$
|
800.0
|
|
|
$
|
5,057.0
|
|
Accounts receivable securitization
|
515.0
|
|
|
515.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Lines of credit
|
297.5
|
|
|
297.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Letters of credit
|
30.5
|
|
|
12.6
|
|
|
17.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other guarantees
|
142.4
|
|
|
45.4
|
|
|
35.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.7
|
|
|||||||
Total commercial commitments
|
$
|
8,695.9
|
|
|
$
|
1,370.5
|
|
|
$
|
283.2
|
|
|
$
|
616.5
|
|
|
$
|
507.0
|
|
|
$
|
800.0
|
|
|
$
|
5,118.7
|
|
Three Months Ended March 31, 2014
(in millions)
|
Gains and Losses on Securities
(1)
|
|
Gains and Losses on Cash Flow Hedges
(1)
|
|
Pension and OPEB Items
(1)
|
|
Accumulated
Other
Comprehensive
Loss
(1)
|
||||||||
Balance as of January 1, 2014
|
$
|
(0.3
|
)
|
|
$
|
(25.8
|
)
|
|
$
|
(17.5
|
)
|
|
$
|
(43.6
|
)
|
Other comprehensive income before reclassifications
|
0.5
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(0.2
|
)
|
|
0.5
|
|
|
0.2
|
|
|
0.5
|
|
||||
Net current-period other comprehensive income
|
0.3
|
|
|
0.6
|
|
|
0.2
|
|
|
1.1
|
|
||||
Balance as of March 31, 2014
|
$
|
—
|
|
|
$
|
(25.2
|
)
|
|
$
|
(17.3
|
)
|
|
$
|
(42.5
|
)
|
Three Months Ended March 31, 2013 (in millions)
|
Gains and Losses on Securities
(1)
|
|
Gains and Losses on Cash Flow Hedges
(1)
|
|
Pension and OPEB Items
(1)
|
|
Accumulated
Other Comprehensive Loss (1) |
||||||||
Balance as of January 1, 2013
|
$
|
2.6
|
|
|
$
|
(28.6
|
)
|
|
$
|
(39.5
|
)
|
|
$
|
(65.5
|
)
|
Other comprehensive income before reclassifications
|
(0.1
|
)
|
|
0.1
|
|
|
1.3
|
|
|
1.3
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(0.3
|
)
|
|
0.8
|
|
|
1.4
|
|
|
1.9
|
|
||||
Net current-period other comprehensive income
|
(0.4
|
)
|
|
0.9
|
|
|
2.7
|
|
|
3.2
|
|
||||
Balance as of March 31, 2013
|
$
|
2.2
|
|
|
$
|
(27.7
|
)
|
|
$
|
(36.8
|
)
|
|
$
|
(62.3
|
)
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2014
|
|
2013
|
||||
REVENUES
|
|
|
|
||||
Gas Distribution Operations
|
|
|
|
||||
Unaffiliated
|
$
|
1,565.4
|
|
|
$
|
1,144.9
|
|
Intersegment
|
0.2
|
|
|
0.2
|
|
||
Total
|
1,565.6
|
|
|
1,145.1
|
|
||
Columbia Pipeline Group Operations
|
|
|
|
||||
Unaffiliated
|
303.2
|
|
|
258.4
|
|
||
Intersegment
|
42.4
|
|
|
43.0
|
|
||
Total
|
345.6
|
|
|
301.4
|
|
||
Electric Operations
|
|
|
|
||||
Unaffiliated
|
450.2
|
|
|
377.4
|
|
||
Intersegment
|
0.2
|
|
|
0.2
|
|
||
Total
|
450.4
|
|
|
377.6
|
|
||
Corporate and Other
|
|
|
|
||||
Unaffiliated
|
1.7
|
|
|
1.5
|
|
||
Intersegment
|
126.8
|
|
|
121.7
|
|
||
Total
|
128.5
|
|
|
123.2
|
|
||
Eliminations
|
(169.6
|
)
|
|
(165.1
|
)
|
||
Consolidated Gross Revenues
|
$
|
2,320.5
|
|
|
$
|
1,782.2
|
|
Operating Income (Loss)
|
|
|
|
||||
Gas Distribution Operations
|
$
|
301.8
|
|
|
$
|
234.1
|
|
Columbia Pipeline Group Operations
|
158.9
|
|
|
133.5
|
|
||
Electric Operations
|
78.9
|
|
|
65.2
|
|
||
Corporate and Other
|
(5.9
|
)
|
|
(3.9
|
)
|
||
Consolidated Operating Income
|
$
|
533.7
|
|
|
$
|
428.9
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2014
|
|
2013
|
||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
||||
Capital expenditures included in current liabilities
|
$
|
131.4
|
|
|
$
|
114.3
|
|
Assets acquired under a capital lease
|
51.6
|
|
|
2.1
|
|
||
Schedule of interest and income taxes paid:
|
|
|
|
||||
Cash paid for interest, net of interest capitalized amounts
|
$
|
167.7
|
|
|
$
|
161.8
|
|
Cash paid for income taxes
|
6.8
|
|
|
2.9
|
|
•
|
Regulatory and service programs at Gas Distributions Operations increased net revenues by $40.1 million primarily due to the impacts of the rate settlement in 2013 at Columbia of Pennsylvania and the implementation of rates under Columbia of Ohio's approved infrastructure replacement program. Refer to Note 8, “Regulatory Matters,” to the Consolidated Financial Statements included in NiSource’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 for more information.
|
•
|
Colder weather in 2014 resulted in an increase in income from continuing operations of $25.4 million compared to the prior year. Weather statistics are provided in the Gas Distribution Operations’ segment discussion.
|
•
|
The recognition of previously deferred gains of $17.5 million from the conveyances of mineral interests at Columbia Pipeline Group Operations.
|
•
|
Employee and administrative expense increased by $15.5 million due primarily to the timing of outages and maintenance, greater labor expense due to a growing workforce and reduced payroll capitalization, and IT support and enhancement projects.
|
•
|
Two remaining FGD projects at NIPSCO’s coal-fired electric generating facilities remain on schedule and on budget. The FGD investments are part of approximately $860 million in environmental investments, including water quality and emission-control projects, recently completed and planned at NIPSCO’s electric generating facilities. One project is expected to be completed by the end of 2014 and the other by the end of 2015.
|
•
|
NIPSCO also has initiated the first year of investments under the company’s electric system modernization program, referred to as TDSIC, approved in February 2014 by the IURC. The $1.1 billion, seven-year program, provides for the replacement and upgrade of underground circuits, transformers and poles, helping increase system reliability and deliver economic development benefits to the region. NIPSCO also has filed a complementary seven-year, $710 million natural gas modernization program, with a decision from the IURC expected by the second quarter of 2014.
|
•
|
Progress also continued on two major NIPSCO electric transmission projects designed to enhance system flexibility and reliability. The Reynolds-Topeka project, a 100-mile, 345-kV line, remains on schedule with right-of-way acquisition in process. The Greentown-Reynolds project, a 66-mile, 765-kV line, is a joint project with Pioneer Transmission. Public outreach on the Greentown-Reynolds line continues, with the anticipated route selection, and subsequent right-of-way acquisition, beginning later this year. The projects involve a NIPSCO investment of approximately $500 million and are anticipated to be in service by the end of 2018.
|
•
|
On April 23, 2014, Columbia of Ohio
received approval of its annual IRP and DSM rider request from the PUCO. The program supports the company’s accelerated pipeline replacement program that began approximately six years ago. New rates are effective April 30, 2014.
|
•
|
On February 28, 2014, the Massachusetts DPU issued an order on the Columbia of Massachusetts base rate case. The order provides for an annual revenue increase of approximately $19.3 million.
|
•
|
On March 21, 2014, Columbia of Pennsylvania filed a rate case with the Pennsylvania PUC to support continuation of Columbia of Pennsylvania’s ongoing infrastructure modernization program. If approved, the case would increase annual revenues by approximately $54.1 million. A decision is expected in the fourth quarter of 2014.
|
•
|
Columbia Transmission is on track with the second year of its long-term system modernization program. Under the program, Columbia Transmission will invest approximately $300 million annually in improvements to system reliability, safety and flexibility. Columbia Transmission and its customers have agreed to the initial five years of the comprehensive modernization program, with an opportunity to mutually extend the agreement. The overall program is expected to last 10 years or more and involves an aggregate investment in excess of $4 billion.
|
•
|
NiSource Midstream
will construct a field gathering system in Pennsylvania that will gather well pad production of primarily dry gas from a third party producer. Pipeline laterals will be built to connect well pads as drilling is developed. The $120 million investment will include approximately 25 miles miles of gathering pipelines of varying diameter, a compressor station and dehydration unit. The gas gathering agreement has an initial 15-year term with the option to extend. Construction is expected to begin in late 2014, with an in service date during the fourth quarter of 2015.
|
•
|
Millennium completed a new approximately $40 million compressor facility in Delaware County, New York, which went into service in March 2014. NiSource owns a 47.5% interest in Millennium.
|
•
|
Columbia Pipeline Group Operations also remains on track with the execution of significant new supply-driven and market-driven growth projects, including the previously announced Warren County, West Side Expansion, Giles County and Line 1570 projects. These projects, which will provide total additional pipeline capacity of approximately 900 MMcf per day, are scheduled to be in service by the end of 2014. The approximately $275 million East Side project remains on budget and on schedule for completion in the third quarter of 2015.
|
•
|
Columbia Pipeline Group Operations’ net revenues increased primarily due to higher regulatory trackers, which are offset in expense, of $24.5 million, increased demand and commodity revenue of $9.9 million as a result of growth projects placed in service and an increase in mineral rights royalty revenue of $7.1 million.
|
•
|
Gas Distribution Operations’ net revenues increased primarily due to an increase of $40.1 million for regulatory and service programs, including the impacts of the rate settlement in 2013 at Columbia of Pennsylvania and the implementation of rates under Columbia of Ohio's approved infrastructure replacement program, the effects of colder weather of $21.0 million, increased regulatory and tax trackers, which are offset in expense, of $16.3 million, higher residential and commercial usage of $5.9 million, an increase in off-system sales of $3.4 million, higher revenue of $3.0 million due to an increase in residential and commercial customers and an increase in large customer revenue of $2.2 million. These increases were partially offset by a decrease of $4.8 million resulting from NIPSCO’s GCIM.
|
•
|
Electric Operations’ net revenues increased primarily due to an increase in off-system sales of $9.5 million, higher industrial usage of $8.6 million, an increase in the return on the environmental capital investment recovery of $8.1 million due to an increased plant balance eligible for recovery, and the effects of colder weather of $4.4 million. These increases were partially offset by a decrease in transmission upgrade revenue of $6.3 million, decreased trackers, which are offset in expense, of $5.1 million and lower residential and commercial usage of $2.2 million.
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2014
|
|
2013
|
||||
Net Revenues
|
|
|
|
||||
Sales revenues
|
$
|
1,565.6
|
|
|
$
|
1,145.1
|
|
Less: Cost of gas sold (excluding depreciation and amortization)
|
923.0
|
|
|
593.8
|
|
||
Net Revenues
|
642.6
|
|
|
551.3
|
|
||
Operating Expenses
|
|
|
|
||||
Operation and maintenance
|
228.8
|
|
|
218.4
|
|
||
Depreciation and amortization
|
52.2
|
|
|
48.5
|
|
||
Other taxes
|
59.8
|
|
|
50.3
|
|
||
Total Operating Expenses
|
340.8
|
|
|
317.2
|
|
||
Operating Income
|
$
|
301.8
|
|
|
$
|
234.1
|
|
Revenues ($ in millions)
|
|
|
|
||||
Residential
|
$
|
1,005.8
|
|
|
$
|
743.9
|
|
Commercial
|
366.3
|
|
|
270.3
|
|
||
Industrial
|
84.3
|
|
|
65.0
|
|
||
Off System
|
71.9
|
|
|
79.4
|
|
||
Other
|
37.3
|
|
|
(13.5
|
)
|
||
Total
|
$
|
1,565.6
|
|
|
$
|
1,145.1
|
|
Sales and Transportation (MMDth)
|
|
|
|
||||
Residential
|
156.5
|
|
|
132.0
|
|
||
Commercial
|
90.1
|
|
|
75.3
|
|
||
Industrial
|
136.8
|
|
|
133.3
|
|
||
Off System
|
14.3
|
|
|
21.7
|
|
||
Other
|
0.2
|
|
|
0.2
|
|
||
Total
|
397.9
|
|
|
362.5
|
|
||
Heating Degree Days
|
3,437
|
|
|
2,919
|
|
||
Normal Heating Degree Days
|
2,892
|
|
|
2,892
|
|
||
% Colder than Normal
|
19
|
%
|
|
1
|
%
|
||
Customers
|
|
|
|
||||
Residential
|
3,094,353
|
|
|
3,072,919
|
|
||
Commercial
|
283,000
|
|
|
281,933
|
|
||
Industrial
|
7,570
|
|
|
7,553
|
|
||
Other
|
20
|
|
|
23
|
|
||
Total
|
3,384,943
|
|
|
3,362,428
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2014
|
|
2013
|
||||
Net Revenues
|
|
|
|
||||
Transportation revenues
|
$
|
222.3
|
|
|
$
|
210.9
|
|
Storage revenues
|
49.9
|
|
|
50.5
|
|
||
Other revenues
|
73.4
|
|
|
40.0
|
|
||
Total Sales Revenues
|
345.6
|
|
|
301.4
|
|
||
Less: Cost of sales (excluding depreciation and amortization)
|
0.1
|
|
|
0.1
|
|
||
Net Revenues
|
345.5
|
|
|
301.3
|
|
||
Operating Expenses
|
|
|
|
||||
Operation and maintenance
|
165.7
|
|
|
132.6
|
|
||
Depreciation and amortization
|
29.7
|
|
|
25.7
|
|
||
Gain on sale of assets
|
(17.5
|
)
|
|
(0.2
|
)
|
||
Other taxes
|
18.5
|
|
|
16.8
|
|
||
Total Operating Expenses
|
196.4
|
|
|
174.9
|
|
||
Equity Earnings in Unconsolidated Affiliates
|
9.8
|
|
|
7.1
|
|
||
Operating Income
|
$
|
158.9
|
|
|
$
|
133.5
|
|
Throughput (MMDth)
|
|
|
|
||||
Columbia Transmission
|
459.5
|
|
|
435.8
|
|
||
Columbia Gulf
|
184.9
|
|
|
190.2
|
|
||
Crossroads Pipeline
|
5.7
|
|
|
5.0
|
|
||
Intrasegment eliminations
|
(61.6
|
)
|
|
(93.9
|
)
|
||
Total
|
588.5
|
|
|
537.1
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2014
|
|
2013
|
||||
Net Revenues
|
|
|
|
||||
Sales revenues
|
$
|
450.4
|
|
|
$
|
377.6
|
|
Less: Cost of sales (excluding depreciation and amortization)
|
180.4
|
|
|
124.9
|
|
||
Net Revenues
|
270.0
|
|
|
252.7
|
|
||
Operating Expenses
|
|
|
|
||||
Operation and maintenance
|
112.5
|
|
|
107.9
|
|
||
Depreciation and amortization
|
60.4
|
|
|
63.2
|
|
||
Other taxes
|
18.2
|
|
|
16.4
|
|
||
Total Operating Expenses
|
191.1
|
|
|
187.5
|
|
||
Operating Income
|
$
|
78.9
|
|
|
$
|
65.2
|
|
Revenues ($ in millions)
|
|
|
|
||||
Residential
|
$
|
113.2
|
|
|
$
|
108.3
|
|
Commercial
|
106.2
|
|
|
103.7
|
|
||
Industrial
|
179.7
|
|
|
159.4
|
|
||
Wholesale
|
21.4
|
|
|
1.7
|
|
||
Other
|
29.9
|
|
|
4.5
|
|
||
Total
|
$
|
450.4
|
|
|
$
|
377.6
|
|
Sales (Gigawatt Hours)
|
|
|
|
||||
Residential
|
896.2
|
|
|
864.1
|
|
||
Commercial
|
935.5
|
|
|
921.2
|
|
||
Industrial
|
2,607.1
|
|
|
2,319.6
|
|
||
Wholesale
|
311.8
|
|
|
61.3
|
|
||
Other
|
33.4
|
|
|
33.2
|
|
||
Total
|
4,784.0
|
|
|
4,199.4
|
|
||
Electric Customers
|
|
|
|
||||
Residential
|
402,676
|
|
|
401,559
|
|
||
Commercial
|
54,378
|
|
|
54,084
|
|
||
Industrial
|
2,370
|
|
|
2,373
|
|
||
Wholesale
|
724
|
|
|
725
|
|
||
Other
|
5
|
|
|
6
|
|
||
Total
|
460,153
|
|
|
458,747
|
|
(10.1)
|
Form of Performance Share Award Agreement under the 2010 Omnibus Incentive Plan.
|
|
|
(31.1)
|
Certification of Robert C. Skaggs, Jr., Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
(31.2)
|
Certification of Stephen P. Smith, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
(32.1)
|
Certification of Robert C. Skaggs, Jr., Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
(32.2)
|
Certification of Stephen P. Smith, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
(101.INS)
|
XBRL Instance Document
|
|
|
(101.SCH)
|
XBRL Schema Document
|
|
|
(101.CAL)
|
XBRL Calculation Linkbase Document
|
|
|
(101.LAB)
|
XBRL Labels Linkbase Document
|
|
|
(101.PRE)
|
XBRL Presentation Linkbase Document
|
|
|
(101.DEF)
|
XBRL Definition Linkbase Document
|
|
|
|
NiSource Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
April 30, 2014
|
By:
|
/s/ Jon D. Veurink
|
|
|
|
|
Jon D. Veurink
|
|
|
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer
and Duly Authorized Officer)
|
(a)
|
Performance Restrictions
. The Performance Restrictions shall lapse only upon both the Grantee’s continued employment through February 28, 2017 and the date the Committee certifies the following results (including interpolation between the results, expressed as a percentage of the target except as otherwise noted below):
|
(i)
|
The Performance Restrictions of fifty percent of the Award shall lapse based on achievement of cumulative “net operating earnings” per Share for the Performance Period in accordance with the following schedule:
|
(ii)
|
The Performance Restrictions of fifty percent of the Award shall lapse based on the Company’s positive Relative Total Shareholder Return (“RTSR”) as of the last day of the Performance Period in accordance with the following schedule:
|
(b)
|
Committee Certification
. As soon as practicable after the end of the Performance Period, the Committee will certify in writing whether the Performance Restrictions have been met for the Performance Period and determine the number of Shares, if any, that will be payable to the Grantee; provided, however, that if the Committee certifies that the Performance Restrictions have been met, the Committee may, in its sole discretion, adjust the number of Shares payable to the Grantee with respect to the Award to reflect the effect of extraordinary events upon the Performance Restrictions, as provided under the Plan. The date of the Committee’s certification under this Section shall hereinafter be referred to as the “Certification Date.” The Company will notify the Grantee (or the executors or administrators of the Grantee’s estate, if appropriate) of the Committee’s certification following the Certification Date (such notice being the “Determination Notice”). The Determination Notice shall specify (i) the Company’s cumulative net operating earnings per share and Relative Total Shareholder Return for the Performance Period and (ii) the number of Shares payable in accordance with the Committee’s certification.
|
(c)
|
Effect of Termination of Service Before February 28, 2017
. Except as set forth below, if Grantee’s Service is terminated for any reason prior to February 28, 2017 or prior to the occurrence of any otherwise applicable vesting event provided in this Section, the Grantee shall forfeit the Performance Shares credited to the Grantee’s Performance Share Account. Notwithstanding the foregoing, in the event that Grantee’s Service terminates prior to February 28, 2017 as a result of (i) Grantee’s Retirement; or (ii) Grantee’s Disability; or (iii) Grantee’s death and such death occurs with less than or equal to twelve months remaining in the Performance Period, the Grantee shall receive a
pro rata
distribution of Shares after the certification date described in part (a) above; provided that the Committee actually certifies that the Performance Restrictions for the Performance Period have been met. Such
pro rata
|
(d)
|
Change in Control
. Notwithstanding the foregoing provisions, all Performance Shares shall become fully and immediately vested, and all restrictions shall lapse, on the fifth business day before the date of consummation of a Change in Control of the Company.
|
(e)
|
Code Section 162(m) Limitation
. Notwithstanding the previous provisions of this Section, during any calendar year with respect to which the Grantee is a Covered Officer (for purposes of Internal Revenue Code (“Code”) Section 162 (m)), if the Grantee otherwise would vest in a number of Performance Shares under this Section, the Grantee instead may vest only with respect to a sufficient number of Performance Shares whose aggregate Fair Market Value on the date such restrictions would, when added to the Grantee’s “applicable employee remuneration” (as defined in Code Section 162(m)) for the applicable calendar year that does not constitute “qualified performance-based compensation” (as defined in Code Section 162(m)), not exceed the aggregate amount of $999,999.00 for the applicable calendar year (the “Limitation”).
|
(a)
|
The Grantee shall not have any privileges of a stockholder of the Company with respect to any Performance Shares subject to this Agreement, nor shall the Company have any obligation to issue any dividends or otherwise afford any rights to which Shares are entitled with respect to any such Performance Shares.
|
(b)
|
Nothing in this Agreement or the Award shall confer upon the Grantee any right to continue as an Employee of the Company or any Affiliate or to interfere in any way with the right of the Company or any Affiliate to terminate the Grantee’s Service at any time.
|
1.
|
I have reviewed this Quarterly Report of NiSource Inc. on Form 10-Q for the quarter ended
March 31, 2014
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 30, 2014
|
By:
|
|
/s/ Robert C. Skaggs, Jr.
|
|
|
|
|
|
Robert C. Skaggs, Jr.
|
|
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report of NiSource Inc. on Form 10-Q for the quarter ended
March 31, 2014
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 30, 2014
|
By:
|
|
/s/ Stephen P. Smith
|
|
|
|
|
|
Stephen P. Smith
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
|
|
/s/ Robert C. Skaggs, Jr.
|
|
|
|
|
Robert C. Skaggs, Jr.
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
|
April 30, 2014
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
|
|
/s/ Stephen P. Smith
|
|
|
|
|
Stephen P. Smith
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
|
April 30, 2014
|
|